General Meeting of Shareholders

All Annual General Meetings are conducted in accordance with Cypriot legislation. Shareholders in a general meeting are entitled to appoint and remove directors of the Company. Shareholders of Fix Price Group PLC may significantly affect the Company’s business by participating in the General Meeting of Shareholders.

The key capabilities of the General Meeting of Shareholders include:

• alteration of the Memorandum and Articles of Association;
• mergers, consolidations, arrangements, amalgamations, and schemes of reconstruction;
• re-domiciliation of the Company;
• creation of a new class of shares and variation of class rights;
• acquisition by the Company of its own shares under certain conditions specified in the law or the Articles;
• reduction of share capital and any share premium account of the Company in any way; extinguishment or reduction of the liability on any of the Company’s shares in respect of share capital not paid up; cancelation of any paid-up share capital which is lost or unrepresented by available assets; and payment of any paid-up share capital which is in excess of the Company’s requirements subject to the court confirming the reduction;
• approval by a special resolution of assignment of office made under any agreement entered into between any person and the Company for empowering a director or manager of the Company to assign their office to another person;
• winding up of the Company by the court;
• voluntary winding up of the Company;
• consideration of, inter alia, the financial statements, approval of dividend payments (provided such dividend payments are proposed by the directors), and appointment and remuneration of auditors;
• other matters prescribed by the Cyprus Companies Law (Cap 113) and the M&AA.